Last Updated June 10, 2019

Law and Practice

Contributed By Walkers

Authors



Walkers is a global firm with ten substantive offices around the world. Its transactions often involve Cayman Islands, British Virgin Islands, Bermuda, Jersey and/or Guernsey legal matters, and it provides an integrated service to clients across its offices, legal systems and time zones. The finance and capital markets group in Ireland comprises a team of 23, including two listing agents. The group also includes four tax-advisers (including two tax partners) who support a number of practice areas and 16 dedicated capital markets fee-earners who spend the vast majority of their time advising on debt capital markets activity. In addition, the team works with asset finance, corporate, real estate and investment funds teams on multi-disciplinary, cross-border mandates. It is one of the largest dedicated debt capital markets teams in Ireland. The firm was a founding member of the Irish Debt Securities Association (IDSA) and sits on the Executive Council and Legal, Tax, CSP and Listing Sub-committees.

A. Euronext Listed Securities

In accordance with the Prospectus Handbook produced by the CBI, a prospectus must conform to one of the following formats:

  • a single standalone document; or
  • a tri-partite document comprising a registration document, securities note and, where the minimum denomination of the securities is less than EUR100,000, a summary; or
  • a base prospectus and subsequent final terms; or
  • a single standalone document which incorporates by reference all or part of a base prospectus (ie, a drawdown prospectus).

Establishment of a Standalone debt offering/debt issuance programme

Prospectus approval in Ireland is a dual process and application for approval must be made to the CBI and Euronext Dublin.

In order to have a prospectus or, in the context of a debt-issuance programme, a base prospectus or registration document (as applicable) approved by the CBI, the issuer, offeror or person seeking admission to trading of the debt securities must prepare a draft prospectus, base prospectus or registration document (as applicable) for initial submission to the CBI.

The draft prospectus, base prospectus or registration document (as applicable) should be annotated in the margins and/or accompanied by the appropriate checklist (which should mirror the annexes to Commission Regulation (EC) No 809/2004 (the "Prospectus Regulation") and be in compliance with the Prospectus Regulation, the Prospectus Directive and the Prospectus (Directive 2003/71/EC) Regulations 2005, as amended (the "Irish Prospectus Regulations"). The draft prospectus should be submitted in electronic format and, where possible, together with a blackline against a prospectus which was previously approved by the CBI. All submissions must include the Debt Submission Templates as set out in Annex 4 of the Prospectus Handbook. Debt Submission Templates should be updated with each submission as further information is included in the prospectus.

In some circumstances it may also be necessary to submit the following to the CBI:

  • where requested, a cross-reference list identifying the pages in the prospectus, base prospectus or registration document (as applicable) where each of the items referenced in the annexes and building blocks in the Prospectus Regulation can be found;
  • a letter identifying any items from the annexes and building blocks in the Prospectus Regulation that are not applicable and have not been included;
  • an omission request, to the extent that the issuer, offeror or person seeking admission to trading of the securities is requesting that the CBI authorise an omission of information from the prospectus, base prospectus or registration document (as applicable);
  • a passport request, to the extent that the issuer, offeror or person seeking admission to trading of the securities wishes the CBI to provide a competent authority of another Member State with a certificate of approval when the prospectus, base prospectus or registration document (as applicable) is approved;
  • any documents which are incorporated by reference into the prospectus, base prospectus or registration document (as applicable); and
  • other information requested by the CBI.

Where comments have been raised by the CBI on a draft of the prospectus, base prospectus or registration document (as applicable), a revised draft of the prospectus, base prospectus or registration document (as applicable) should be submitted to the CBI in electronic format, together with: (i) an appropriate blackline showing all changes made to the prospectus, base prospectus or registration document (as applicable) since the previous draft that was reviewed by the CBI; and (ii) the comments sheet detailing the resolutions to each of the comments raised by the CBI.

On the approval date, the final form prospectus, base prospectus or registration document (as applicable) together with the final form of any documents referred to above, which have been requested by the CBI in the context of the approval of the prospectus, base prospectus or registration document (as applicable), must be submitted to the CBI.

Euronext Dublin operates a broadly equivalent process for the approval of a prospectus, base prospectus or registration document (as applicable) which involves an initial submission to Euronext Dublin, subsequent submissions to address any final comments raised by Euronext Dublin during the review process and a final submission on the final application date.

A more detailed summary of the application process to the CBI and Euronext Dublin and the applicable timelines is set out at section 10 (“Offering Timetable”) below.

Issuance of debt under a programme

The form of document to be submitted in the context of an issuance under a debt programme will depend on the form of the particular programme. Debt issuance programmes are typically structured in one of three ways: (i) with a base prospectus and subsequent final terms; (ii) with a registration document and securities note; or (iii) with a drawdown prospectus which incorporates by reference all or part of a base prospectus.

Final terms should be submitted to Euronext Dublin before 2:00 pm (GMT) one business day prior to listing. While final terms in respect of debt securities listed on Euronext do not require to be approved by the CBI, they should be filed with the CBI no later than five business days after the earlier of the date of the offer or the date the debt securities are admitted to trading. Final terms may only contain information relating to the debt securities and may not be used to supplement a base prospectus.

Where debt is issued under a programme using the securities note route or the drawdown prospectus route then the submission and approval timelines outlined at 10.1 (“Offering Timetable”) below for Euronext listed debt securities will apply. Once approved, a securities note, together with the registration document, will constitute a prospectus. 

B. GEM Listed Securities

Establishment of a standalone debt offering/debt issuance programme

Where listing particulars or, in the context of a debt issuance programme, base listing particulars, as opposed to a prospectus, base prospectus or registration document will be produced in respect of debt securities, application need only be made to Euronext Dublin as competent authority for the review, approval listing and admission to trading of the debt securities. A listing particulars/base listing particulars in respect of debt securities to be listed on the GEM must be annotated against the relevant listing rules from Chapter 2 of the GEM Rules.

A more detailed summary of the application process to Euronext Dublin and the applicable timelines is set out at section 10 (“Offering Timetable”) below.

Issuance of debt under a programme

Issuance of debt under a GEM-listed debt programme will require the submission of a pricing supplement to Euronext Dublin at 2.00 pm (GMT) one business day prior to listing or, where the programme is structured using a drawdown listing particulars then the submission, application and approval timeline outlined at 10.1 Timetable of an Offering of Debt Securities below for GEM listed debt securities will apply.

Walkers Global

The Exchange,
George's Dock, IFSC,
Dublin 1,
Ireland

+353 1 470 6600

+353 1 470 6601

info@walkersglobal.com www.walkersglobal.com
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Authors



Walkers is a global firm with ten substantive offices around the world. Its transactions often involve Cayman Islands, British Virgin Islands, Bermuda, Jersey and/or Guernsey legal matters, and it provides an integrated service to clients across its offices, legal systems and time zones. The finance and capital markets group in Ireland comprises a team of 23, including two listing agents. The group also includes four tax-advisers (including two tax partners) who support a number of practice areas and 16 dedicated capital markets fee-earners who spend the vast majority of their time advising on debt capital markets activity. In addition, the team works with asset finance, corporate, real estate and investment funds teams on multi-disciplinary, cross-border mandates. It is one of the largest dedicated debt capital markets teams in Ireland. The firm was a founding member of the Irish Debt Securities Association (IDSA) and sits on the Executive Council and Legal, Tax, CSP and Listing Sub-committees.

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